exhibit1024-formofshareo






 1  Wejo Group Limited  2021 Equity Incentive Plan  Share Option Award Agreement  This Share Option Award Agreement (this “Agreement”) is made by and between  Wejo Group Limited, an exempted company limited by shares incorporated under the laws of  Bermuda (the “Company”) and [•] (the “Participant”), effective as of __________, 2021 (the  “Date of Grant”).  RECITALS  WHEREAS, the Company has adopted the Wejo Group Limited 2021 Equity  Incentive Plan (as may be further amended, amended and restated or modified from time to time  (the “Plan”)), which is incorporated herein by reference and made a part of this Agreement.   Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to  those terms in the Plan.  NOW THEREFORE, in consideration of the premises and mutual covenants set  forth in this Agreement, the parties agree as follows:  1. Grant of Award.  The Company hereby grants to the Participant, effective as of the Date  of Grant, options to purchase [•] Common Shares (“Share Options”), on the terms and  conditions set forth in the Plan and this Agreement.  2. Exercise Price.  The exercise price of each Share Option is $[•] per Common Share,  subject to adjustment as set forth in the Plan (the “Exercise Price”).  The Exercise Price is  no less than the Fair Market Value of a Common Share on the Date of Grant.  3. Vesting.  Subject to the terms and conditions set forth in the Plan and Section 4 of this  Agreement, one-third (1/3) of the Share Options will vest on each of the first, second and  third anniversaries of the Date of Grant (each, a “Vesting Date”), subject to the  Participant’s continued Service through the applicable Vesting Date.  4. Termination; Forfeiture; Expiration.  (a) Termination of Service.  Any unvested Share Options will be forfeited  immediately, automatically and without consideration upon a termination of the  Participant’s Service for any reason.  In the event the Participant’s Service is  terminated for Cause, all vested Share Options will also be forfeited immediately,  automatically and without consideration upon such termination for Cause.   Without limiting the generality of the foregoing, the Share Options and the  Common Shares (and any resulting proceeds) will continue to be subject to  Sections 12.2 (Termination for Cause) and 12.3 (Right of Recapture) of the Plan.  (b) Expiration.  Any unexercised Share Options will expire on the tenth (10th)  anniversary of the Date of Grant (the “Expiration Date”), or earlier as provided in  Section 5 of this Agreement or in the Plan.  





 






 2  5. Period of Exercise.  (a) Subject to the provisions of the Plan and this Agreement, the Participant may  exercise all or any part of the vested Share Options at any time prior to the earliest  to occur of:  (i) the Expiration Date;  (ii) the date that is twelve (12) months following termination of the  Participant’s Service due to death or Disability;  (iii) the date that is ninety (90) days following termination of the Participant’s  Service by the Company without Cause or the Participant’s resignation  (excluding death or Disability); or  (iv) the date of termination of the Participant’s Service for Cause.  (b) Extension of Termination Date.  If, following the Participant’s termination of  Service for any reason, the exercise of the Share Options is prohibited because  such exercise would violate applicable registration requirements under the  Securities Act or any other state or federal securities law or applicable rules of  any securities exchange, then the expiration of the Share Options shall be tolled  until the earlier of (i) date that is thirty (30) days after the end of the period during  which the exercise of the Share Options would be in violation of such registration  or other securities requirements or (ii) the Expiration Date.  6. Manner of Exercise.  (a) Election to Exercise.  The Participant (or in the case of exercise after the  Participant’s death or incapacity, the Participant’s executor, administrator, heir or  legatee, as the case may be) may exercise all or any part of the vested Share  Options by delivering to the Company an executed Share Option exercise notice  in such form as is approved by the Committee from time to time, which shall set  forth:  (i) the Participant’s election to exercise the Share Options, (ii) the number  of Common Shares being purchased, (iii) any restrictions imposed on the  Common Shares, and (iv) any representations, warranties and agreements  regarding the Participant’s investment intent and access to information as may be  required by the Company to comply with applicable securities laws.  If someone  other than the Participant exercises the Share Options, then such person must  submit documentation reasonably acceptable to the Company verifying that such  person has the legal right to exercise the Share Options.  (b) Withholding Requirements.  The Company shall have the right to require the  Participant to remit to the Company the amount necessary to satisfy federal, state,  provincial and local taxes, domestic or foreign, required by law or regulation to be  withheld, and to deduct or withhold from any Common Shares deliverable under  this Agreement to satisfy such withholding obligation, or in the sole discretion of  the Committee, such greater amount necessary to satisfy the Participant’s  





 






 3  maximum expected tax liability, provided that such withholding does not result in  adverse tax or accounting consequences to the Company (collectively, “Withheld  Taxes”); provided further, that any obligations to pay Withheld Taxes may be  satisfied in the manner in which the Exercise Price is permitted to be paid under  Section 6(c) or any other manner permitted by the Plan.  (c) Payment of Exercise Price.  The entire Exercise Price of the Share Options shall  be payable in full at the time of exercise.  All or part of the Exercise Price and any  Withheld Taxes may be paid as follows to the extent permitted by applicable  statutes and regulations:  (i) Cash or Check.  In cash or by certified or bank check.  (ii) Net Exercise.  Unless otherwise determined by the Committee, by  reducing the number of Common Shares otherwise deliverable upon the  exercise of the Share Options by the number of Common Shares having a  Fair Market Value equal to the amount of the Exercise Price and/or  Withheld Taxes, as applicable.  (iii) Surrender of Common Shares.  In each instance, at the sole discretion of  the Committee, by surrendering, or attesting to the ownership of, Common  Shares that are already owned by the Participant free and clear of any  restriction or limitation, unless the Committee specifically agrees in  writing to accept such Common Shares subject to such restriction or  limitation.  Such Common Shares will be surrendered to the Company in  good form for transfer and will be valued by the Company at Fair Market  Value on the date of the applicable exercise of the Share Options, or to the  extent applicable, on the date the Withheld Taxes are to be determined.   The Participant will not surrender, or attest to the ownership of, Common  Shares in payment of the Exercise Price (or Withheld Taxes) if such action  would cause the Company to recognize compensation expense (or  additional compensation expense) with respect to the Share Options for  financial reporting purposes that otherwise would not have been  recognized.  (iv) Brokered Cashless Exercise.  To the extent permitted by the Committee in  its sole discretion, and subject to Section 16 of the Exchange Act, from the  proceeds of a sale through an open-market, broker-assisted sales  transaction on the date of exercise of some or all of the Common Shares to  which the exercise relates.  In that case, the Participant will execute a  notice of exercise and provide the Company’s third party Plan  administrator with a copy of irrevocable instructions to a broker to deliver  promptly to the Company the amount of sale proceeds to pay the  aggregate Exercise Price and/or Withheld Taxes, as applicable.  To  facilitate the foregoing, the Company may, to the extent permitted by  applicable law, enter into agreements or coordinate procedures with one or  more brokerage firms.  





 






 4  (v) Other Consideration.  In any other form of legal consideration that may be  acceptable to the Committee.  (d) Issuance of Shares.  If the exercise notice and payment of the Exercise Price are in  form and substance satisfactory to the Company, the Company shall deliver such  Common Shares either through book entry accounts held by, or in the name of,  the Participant or cause to be issued a certificate or certificates representing the  number of Common Shares to be issued, registered in the name of the Participant.   No fractional Common Shares shall be delivered.  7. Non-Disclosure and Non-Use of the Company’s Trade Secrets or Confidential  Information and Restricted Activities. In consideration of the Share Options granted  under this Agreement, at all times during and following the Participant’s Service, the  Participant agrees that he will comply with and be subject to all of the obligations and  restrictions set forth in the At-Will Employment, Confidential Information, Invention  Assignment, and Arbitration Agreement or the Proprietary Information and Invention  Assignment (PIIA) Agreement entered into between WEJO California Corp. and the  Participant, or any other restrictive covenant agreement between the Company or its  affiliate and the Participant, as applicable (in each case, as the same may be updated from  time to time), which are hereby incorporated by reference.   8. Miscellaneous Provisions.  (a) Rights of a Shareholder.  Prior to issuance of Common Shares following the  exercise of the Share Options, neither the Participant nor the Participant’s  representatives will have any rights as a shareholder of the Company with respect  to any Common Shares subject to Share Options.  (b) Transfer Restrictions.  The Common Shares delivered pursuant to the exercise of  the Share Option shall be subject to such stop transfer orders and other restrictions  as the Committee may deem advisable under the Plan or the rules, regulations and  other requirements of the Securities and Exchange Commission, NASDAQ or any  stock exchange upon which such shares are listed, any applicable federal or state  laws and any agreement with, or policy of, the Company or the Committee to  which the Participant is a party or subject, and the Committee may cause orders or  designations to be placed upon the books and records of the Company’s transfer  agent to make appropriate reference to such restrictions.  (c) Clawback Policy.  The Participant acknowledges that the Participant is subject to  the provisions of Section 12 (Forfeiture Events) and Section 14.6 (Trading Policy  and Other Restrictions) of the Plan and any compensation recovery, “clawback”  or similar policy adopted by the Company from time to time and/or made  applicable by law including the provisions of Section 954 of the Dodd-Frank Wall  Street Reform and Consumer Protection and Act and the rules, regulations and  requirements adopted thereunder by the Securities and Exchange Commission  and/or any national securities exchange on which the Company’s equity securities  may be listed.  





 






 5  (d) General Forfeiture Provisions.  Any reduction, cancellation, forfeiture, or  recoupment from the Participant of any Common Shares issued to the Participant  in connection with an Award hereunder (each such occurrence, a “Forfeiture”)  shall take effect as a purchase of such Common Shares by the Company as a  matter of Bermuda law and shall occur in accordance with the following:  (i) Upon the occurrence of a Forfeiture (such date, the “Forfeiture Date”), the  Participant will be deemed to have sold and transferred to the Company,  and the Company will be deemed to have purchased from the Participant,  each Common Share subject to Forfeiture at a purchase price per Common  Share equal to the par value of such Common Share (each such  occurrence, a “Forfeiture Sale”).  (ii) The Participant hereby, without any further action, confirmation, or  acknowledgment required from the Participant and effective automatically  upon the occurrence of any Forfeiture Sale:  contributes all of the  consideration that would otherwise be due and payable to it pursuant to  any Forfeiture Sale (“Sale Consideration”) to the Company as a  contribution to the Company’s contributed surplus account (which, for  greater certainty, will not result in the Company issuing any consideration  (including Common Shares or securities convertible into Common Shares)  or incurring repayment obligations of any kind in connection with such  contribution); directs the Company to apply such Sale Consideration  directly to its contributed surplus account without paying any amounts to  such Participant in connection with the applicable Forfeiture Sale; and  acknowledges and agrees that by applying such Sale Consideration  directly to its contributed surplus account in accordance with the direction  in this Section 8, the Company will have complied with its obligations to  pay such Participant the Sale Consideration due under the applicable  Forfeiture Sale.  (iii) Promptly following the Forfeiture Date, the Company shall deliver written  notice to the Participant detailing the number of Common Shares  purchased by the Company under the applicable Forfeiture Sale and the  aggregate Sale Consideration applied to the Company’s contributed  surplus account in connection therewith and such written notice, absent  any manifest error, will be prima facie evidence of the Forfeiture Sale.  (iv) The Participant and the Company intend this Agreement to function as an  instrument of transfer for the purposes of Bermuda law effectuating and  implementing the transfer to the Company of any Common Share  purchased by the Company pursuant to a Forfeiture Sale without any  further action required by the Participant at the time of any Forfeiture  Sale.  The Participant by executing this Agreement hereby appoints the  Company and any of its officers and directors, with full power of  substitution, as the Participant’s true and lawful attorney-in-fact, to  execute, acknowledge, verify, swear to, deliver, record and file, in the  





 






 6  Participant’s name, place and stead, all instruments, documents (including  share transfer forms) and certificates that may from time to time be  required to effectuate and implement the transfer of any Common Shares  to the Company pursuant to a Forfeiture Sale.  To the fullest extent  permitted by law, this power of attorney is coupled with an interest, is  irrevocable and shall survive, and shall not be affected by, the subsequent  death, disability, incapacity, incompetency, termination, bankruptcy,  insolvency or dissolution of the Participant.  (e) Adjustments.  In the event of any change with respect to the outstanding Common  Shares contemplated by Section 4.5 of the Plan prior to delivery, the Share  Options may be adjusted in accordance with Section 4.5 of the Plan.  (f) No Right to Continued Service.  Nothing in this Agreement or the Plan confers  upon the Participant any right to continue in Service for any period of specific  duration or interfere with or otherwise restrict in any way the rights of the  Company (or any Subsidiary retaining the Participant) or of the Participant, which  rights are hereby expressly reserved by each, to terminate his or her Service at any  time and for any reason, with or without cause.  (g) Successors and Assigns.  The provisions of this Agreement will inure to the  benefit of, and be binding upon, the Company and its successors and assigns and  upon the Participant, the Participant’s executor, personal representative(s),  distributees, administrator, permitted transferees, permitted assignees,  beneficiaries, and legatee(s), as applicable, whether or not any such person will  have become a party to this Agreement and have agreed in writing to be joined  herein and be bound by the terms hereof.  (h) Severability.  The provisions of this Agreement are severable, and if any one or  more provisions are determined to be illegal or otherwise unenforceable, in whole  or in part, then the remaining provisions will nevertheless be binding and  enforceable.  (i) Amendment.  Except as otherwise provided in the Plan, this Agreement will not  be amended unless the amendment is agreed to in writing by both the Participant  and the Company.  (j) Choice of Law; Jurisdiction.  This Agreement and all claims, causes of action or  proceedings (whether in contract, in tort, at law or otherwise) that may be based  upon, arise out of or relate to this Agreement will be governed by the internal  laws of the State of Delaware, excluding any conflicts or choice-of-law rule or  principle that might otherwise refer construction or interpretation of this  Agreement to the substantive law of another jurisdiction.  (k) Signature in Counterparts.  This Agreement may be signed in counterparts,  manually or electronically, each of which will be an original, with the same effect  as if the signatures to each were upon the same instrument.  





 






 7  (l) Electronic Delivery.  The Company may, in its sole discretion, decide to deliver  any documents related to any Awards granted under the Plan by electronic means  or to request the Participant’s consent to participate in the Plan by electronic  means.  The Participant hereby consents to receive such documents by electronic  delivery and to agree to participate in the Plan through an on-line or electronic  system established and maintained by the Company or another third party  designated by the Company.  (m) Acceptance.  The Participant hereby acknowledges receipt of a copy of the Plan  and this Agreement.  The Participant has read and understands the terms and  provisions of the Plan and this Agreement, and accepts the Share Options subject  to all of the terms and conditions of the Plan and this Agreement.  In the event of  a conflict between any term or provision contained in this Agreement and a term  or provision of the Plan, the applicable term and provision of the Plan will govern  and prevail.  [Signature page follows.]    





 






  [Signature Page – Share Option Award Agreement]  IN WITNESS WHEREOF, the Company and the Participant have executed this  Share Option Agreement as of the dates set forth below.  PARTICIPANT WEJO GROUP LIMITED  By:   By:    Name:   Name:    Date:   Date: